Jump to content
The Official RONR Q & A Forums

Filling Imminent Vacancy on Board


Guest Lucy Phillips

Recommended Posts

The board's by-laws require the remaining members of the board of directors to make an interim appointment to a position on the board "when a vacancy occurs" on the board. The interim appointee will serve until a special election is held to identify a person to fill for the remainder of the term. Under the facts presented: the board has received notice of resignation that will be effective in sixty days. Does the "vacancy occur" as of the date of the existing board's acceptance of the notice of resignation OR does the "vacancy occur" sixty days later, when the member actually is no longer serving? Significantly, the composition of the board will change within that sixty day period. Therefore, a different set of board members would act to identify the interim appointee depending on the interpretation of "when a vacancy occurs." Thank you for considering this question.

Link to comment
Share on other sites

Does the "vacancy occur" as of the date of the existing board's acceptance of the notice of resignation OR does the "vacancy occur" sixty days later, when the member actually is no longer serving?

Clearly there's no vacancy until the resigning member actually leaves office (regardless of how much advance notice is given). But that would not, I think, prevent the board from selecting a replacement in anticipation of that vacancy (just as elections are often held days, weeks, and even months before the winning candidates take office).

Link to comment
Share on other sites

Archived

This topic is now archived and is closed to further replies.

×
×
  • Create New...